作词 : Barry Mann/Cynthia Weil
 作曲 : Barry Mann/Cynthia Weil
 Late at night
 when the feeling gets to hard to fight
 he reaches for the phone
 then stops himself afraid that he may find she's not alone
 Late at night
 she lies awake and holds her pillow tight
 and cries his name out loud
 but she would never ever call
 the Lady's much to proud
 two lost and lonely people
 living apart and belonging together
 regretting that they let each other go ohhhh
 two sad and starving people
 giving up the chance of forever
 never letting one and other know
 they still need each other so
 late at night
 waiting out the hours till its light
 they know how wrong they've been
 but both of them are caught up in believing
 reaching out means giving in
 so he hopes that he'll stop hurting
 and she prays she'll be alright
 and they both wait for the morning
 late at night
 two foolish frightened people
 giving up a chance at forever
 never letting one an other know
 they still want each other so
 late at night
 waiting out the hours till its light
 they know how wrong they've been
 but both of them are caught up in believing
 reaching out means giving in
 and so he settle down to drinking
 she takes another pill to keep from thinking
 and neither makes a move to make it right
 as they both wait for the morning
 late at night